Common use of Conditions to Exchange Clause in Contracts

Conditions to Exchange. The obligations of the Stockholder, Topco and Parent to consummate the Exchange at the Exchange Time are subject to the satisfaction (or waiver by the Stockholder or such other party set forth below in writing) of the following conditions: (i) The satisfaction, or written waiver (to the extent permitted) by Parent, of all conditions to the obligations of the Buyer Parties to consummate the Offer and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in Annex A of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Offer Acceptance Time, but subject to the satisfaction or written waiver by Parent (to the extent permitted thereunder) of such conditions), (ii) the substantially contemporaneous or prior funding of the Equity Financing and, if applicable, the Debt Financing and (iii) the substantially contemporaneous consummation of the Merger at the Effective Time and (iv) the substantially contemporaneous consummation of the contribution of Transferred Shares in exchange for Exchange Interests pursuant to and in accordance with the terms and conditions (and defined terms) of the Other Support/Investment Agreements (as defined below). (b) Solely for the benefit of Parent, the representations and warranties made by the Stockholder in Section 7.1 through Section 7.8 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to Parent. (c) Solely for the benefit of Parent, the representations and warranties made by the Company in Section 8.1 through Section 8.4 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to Parent. (d) Solely for the benefit of the Stockholder, the representations and warranties made by Parent in Section 9.1 through Section 9.7 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to the Stockholder; (e) Solely for the benefit of Parent, the Stockholder shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Stockholder at or prior to the Exchange Time; (f) Solely for the benefit of the Stockholder, the Company shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Company at or prior to the Exchange Time; (g) Solely for the benefit of the Stockholder, Parent shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by Parent at or prior to the Exchange Time; and (h) No law enacted, entered, promulgated, enforced or issued by any Governmental Authority shall be in effect preventing the consummation of, or otherwise making illegal, the Exchange.

Conditions to Exchange. The obligations of the Stockholder, Topco and Parent to consummate the Exchange at the Exchange Time are subject to the satisfaction (or waiver by the Stockholder or such other party set forth below in writing) of the following conditions: (i) The satisfaction, or written waiver (to the extent permitted) by Parent, of all conditions to the obligations of the Buyer Parties to consummate the Offer Merger and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in Annex A Sections 7.1 and 7.2 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Offer Acceptance TimeClosing, but subject to the satisfaction or written waiver by Parent (to the extent permitted thereunder) of such conditions), (ii) the substantially contemporaneous or prior funding of the Equity Financing and, if applicable, the Debt Financing Financing, at the Closing and (iii) the substantially contemporaneous consummation of the Merger at the Effective Time and (iv) the substantially contemporaneous consummation of the contribution of Transferred Rollover Shares in exchange for Exchange Interests pursuant to and in accordance with the terms and conditions (and defined terms) of the Other Support/Investment Agreements (as defined below). (b) Solely for the benefit of Parent, the representations and warranties made by the Stockholder in Section 7.1 6.1 through Section 7.8 6.8 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to Parent. (c) Solely for the benefit of Parent, the representations and warranties made by the Company in Section 8.1 7.1 through Section 8.4 7.4 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to Parent. (d) Solely for the benefit of the Stockholder, the representations and warranties made by Parent in Section 9.1 8.1 through Section 9.7 8.7 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to the Stockholder; (e) Solely for the benefit of Parent, the Stockholder shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Stockholder at or prior to the Exchange Time; (f) Solely for the benefit of the Stockholder, the Company shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Company at or prior to the Exchange Time; (g) Solely for the benefit of the Stockholder, Parent shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by Parent at or prior to the Exchange Time; and (h) No law enacted, entered, promulgated, enforced or issued by any Governmental Authority shall be in effect preventing the consummation of, or otherwise making illegal, the Exchange.

Conditions to Exchange. The obligations of the Stockholder, Topco and Parent to consummate the Exchange at the Exchange Time are subject to the satisfaction (or waiver by the Stockholder or such other party set forth below in writing) of the following conditions: (i) The satisfaction, or written waiver (to the extent permitted) by Parent, of all conditions to the obligations of the Buyer Parties to consummate the Offer and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in Annex A of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Offer Acceptance Time, but subject to the satisfaction or written waiver by Parent (to the extent permitted thereunder) of such conditions), (ii) the substantially contemporaneous or prior funding of the Equity Financing and, if applicable, the Debt Financing and (iii) the substantially contemporaneous consummation of the Merger at the Effective Time and (iv) the substantially contemporaneous consummation of the contribution of Transferred Rollover Shares in exchange for Exchange Interests pursuant to and in accordance with the terms and conditions (and defined terms) of the Other Support/Investment Agreements (as defined below). (b) Solely for the benefit of Parent, the representations and warranties made by the Stockholder in Section 7.1 through Section 7.8 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to Parent. (c) Solely for the benefit of Parent, the representations and warranties made by the Company in Section 8.1 through Section 8.4 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to Parent. (d) Solely for the benefit of the Stockholder, the representations and warranties made by Parent in Section 9.1 through Section 9.7 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to the Stockholder; (e) Solely for the benefit of Parent, the Stockholder shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Stockholder at or prior to the Exchange Time; (f) Solely for the benefit of the Stockholder, the Company shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Company at or prior to the Exchange Time; (g) Solely for the benefit of the Stockholder, Parent shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by Parent at or prior to the Exchange Time; and (h) No law enacted, entered, promulgated, enforced or issued by any Governmental Authority shall be in effect preventing the consummation of, or otherwise making illegal, the Exchange.

Conditions to Exchange. (a) The obligations obligation of the Stockholder, Topco and Parent Company to consummate deliver the Shares to Everspring pursuant to the Exchange at the Exchange Time are is subject to the satisfaction (or waiver by satisfaction, as of the Stockholder or such other party set forth below in writing) Exchange Date, of each of the following conditions, provided that such conditions are for the Company’s sole benefit and may be waived by the Company in its sole discretion: (i) The satisfaction, or written waiver (to the extent permitted) by Parent, of all conditions to the obligations of the Buyer Parties to consummate the Offer and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in Annex A of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Offer Acceptance Time, but subject to the satisfaction or written waiver by Parent (to the extent permitted thereunder) of such conditions), (ii) the substantially contemporaneous or prior funding of the Equity Financing and, if applicable, the Debt Financing and (iii) the substantially contemporaneous consummation of the Merger at the Effective Time and (iv) the substantially contemporaneous consummation of the contribution of Transferred Shares in exchange for Exchange Interests pursuant to and in accordance with the terms and conditions (and defined terms) of the Other Support/Investment Agreements (as defined below). (b) Solely for the benefit of Parent, the representations and warranties made by the Stockholder of Everspring in Section 7.1 through Section 7.8 of this Agreement shall be true and correct as of the Exchange Time as if date when made at and as of the Exchange Time, Date as though made at that time (except for such failures representations and warranties that speak as of a specific date); (ii) Everspring shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be true and correct as would not reasonably be expectedperformed, individually satisfied or complied with by Everspring at or prior to the Exchange Date; and (iii) Everspring shall have tendered the Exchangeable Notes to the Company in the aggregateform required by this Agreement. (b) The obligation of Everspring hereunder to deliver the Exchangeable Notes to the Company pursuant to the Exchange is subject to the satisfaction, to as of the Exchange Date, of each of the following conditions, provided that such conditions are for Everspring’s sole benefit and may be waived by Everspring in its sole discretion: (i) prevent or materially impair or materially delay the consummation of the Exchange Common Stock shall be authorized for quotation on the terms set forth herein Principal Market, trading in the Common Stock shall not have been suspended by the Principal Market, and the Company shall not have received notice of any pending or threatened proceeding or other action to delist or suspend trading in the Common Stock; (ii) be materially adverse to Parent. (c) Solely for the benefit of Parent, the representations and warranties made by of the Company in Section 8.1 through Section 8.4 of this Agreement shall be true and correct as of the Exchange Time as if date when made at and as of the Exchange Time, Date as though made at that time (except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to Parent. (d) Solely for the benefit of the Stockholder, the representations and warranties made by Parent in Section 9.1 through Section 9.7 of this Agreement shall be true and correct that speak as of a specific date), and the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to the Stockholder; (e) Solely for the benefit of Parent, the Stockholder Company shall have performed performed, satisfied and complied in all material respects with the covenants, obligations agreements and conditions of required by this Agreement required to be performed and performed, satisfied or complied with by the Stockholder at Company on or prior to the Exchange TimeDate; (fiii) Solely for Everspring shall have received the benefit opinion of the StockholderCompany’s counsel dated as of the Exchange Date, in form, scope and substance reasonably satisfactory to Everspring and in substantially the form of Exhibit A attached hereto; (iv) the Company shall have performed and complied delivered to Everspring the Shares in all material respects with the covenants, obligations and conditions of form required by this Agreement required to be performed and complied with by the Company at or prior to the Exchange TimeAgreement; (gv) Solely for the benefit Company’s Board of Directors shall have adopted resolutions approving this Agreement and the transactions contemplated hereby (the “Resolutions”), and the Resolutions shall be in full force and effect and shall not have been amended or revised in any respect from the forms attached to the certificate delivered pursuant to clause (vii) below; (vi) the Company shall have delivered to Everspring a certificate evidencing the incorporation and good standing of the Stockholder, Parent shall have performed and complied in all material respects with Company issued by the covenants, obligations and conditions state of this Agreement required to be performed and complied with by Parent at or prior to the Exchange Timeits incorporation as of a recent date; and (hvii) No law enactedthe Company shall have delivered to Everspring a certificate, enteredexecuted by the Company’s Secretary or Assistant Secretary, promulgateddated the Exchange Date, enforced or issued by any Governmental Authority and attached to which shall be a certified copy of its Certificate of Incorporation, a copy of it Bylaws as currently in effect, and the Resolutions, such certificate to state that the Resolutions and the Company’s Certificate of Incorporation and Bylaws are each in full force and effect preventing on the consummation ofExchange Date, and have not been amended or otherwise making illegal, revised in any respect from the Exchangeforms attached thereto.

Conditions to Exchange. (a) The obligations obligation of the Stockholder, Topco and Parent Company to consummate deliver ----------------------- the Series C Warrant to the Holder pursuant to the Exchange at the Exchange Time are is subject to the satisfaction (or waiver by satisfaction, as of the Stockholder or such other party set forth below in writing) Exchange Date, of each of the following conditions, provided that such conditions are for the Company's sole benefit and may be waived by the Company in its sole discretion: (i) The satisfaction, or written waiver (to the extent permitted) by Parent, of all conditions to the obligations of the Buyer Parties to consummate the Offer and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in Annex A of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Offer Acceptance Time, but subject to the satisfaction or written waiver by Parent (to the extent permitted thereunder) of such conditions), (ii) the substantially contemporaneous or prior funding of the Equity Financing and, if applicable, the Debt Financing and (iii) the substantially contemporaneous consummation of the Merger at the Effective Time and (iv) the substantially contemporaneous consummation of the contribution of Transferred Shares in exchange for Exchange Interests pursuant to and in accordance with the terms and conditions (and defined terms) of the Other Support/Investment Agreements (as defined below). (b) Solely for the benefit of Parent, the representations and warranties made by of the Stockholder Holder in Section 7.1 through Section 7.8 of this Agreement shall be true and correct as of the Exchange Time as if date when made at and as of the Exchange Time, Date as though made at that time (except for such failures representations and warranties that speak as of a specific date); (ii) the Holder shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be true and correct as would not reasonably be expectedperformed, individually satisfied or complied with by the Holder at or prior to the Exchange Date; and (iii) the Holder shall have tendered the Series A Warrant to the Company in the aggregateform required by this Agreement. (b) The obligation of the Holder hereunder to deliver the Series A Warrant to the Company pursuant to the Exchange is subject to the satisfaction, to as of the Exchange Date, of each of the following conditions, provided that such conditions are for the Holder's sole benefit and may be waived by the Holder in its sole discretion: (i) prevent or materially impair or materially delay the consummation of Common Stock into which the Exchange Series C Warrant are exercisable shall be authorized for quotation on the terms set forth herein Nasdaq SmallCap Market, trading in the Common Stock shall not have been suspended by the Nasdaq SmallCap Market, and the Company shall not have received notice of any pending or threatened proceeding or other action to delist or suspend trading in the Common Stock; (ii) be materially adverse to Parent. (c) Solely for the benefit of Parent, the representations and warranties made by of the Company in Section 8.1 through Section 8.4 of this Agreement and in the Series B Purchase Agreement shall be true and correct as of the Exchange Time as if date when made at and as of the Exchange Time, Date as though made at that time (except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to Parent. (d) Solely for the benefit of the Stockholder, the representations and warranties made by Parent in Section 9.1 through Section 9.7 of this Agreement shall be true and correct that speak as of a specific date), and the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to the Stockholder; (e) Solely for the benefit of Parent, the Stockholder Company shall have performed performed, satisfied and complied in all material respects with the covenants, obligations agreements and conditions of required by this Agreement required and the Series B Purchase Agreement to be performed and performed, satisfied or complied with by the Stockholder at Company on or prior to the Exchange TimeDate; (fiii) Solely for the benefit Holder shall have received the opinion of the StockholderCompany's counsel dated as of the Exchange Date, in form, scope and substance reasonably satisfactory to the Holder; (iv) the Company shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Company at or prior delivered to the Exchange TimeHolder the Series C Warrant in the form required by this Agreement; (gv) Solely for the benefit Company's Board of the Stockholder, Parent Directors shall have performed and complied in all material respects with the covenants, obligations and conditions of adopted resolutions approving this Agreement required to and the transactions contemplated hereby (the "Resolutions"), and the Resolutions shall be performed in full force and complied with by Parent at effect and ----------- shall not have been amended or prior revised in any respect from the forms attached to the Exchange Timecertificate delivered pursuant to clause (vi) below; and (hvi) No law enactedthe Company shall have delivered to the Holder a certificate, enteredexecuted by the Company's Secretary or Assistant Secretary, promulgateddated the Exchange Date, enforced or issued by any Governmental Authority and attached to which shall be a certified copy of its Certificate of Incorporation, a copy of it Bylaws as currently in effect, and the Resolutions, such certificate to state that the Resolutions and the Company's Certificate of Incorporation and Bylaws are each in full force and effect preventing on the consummation ofExchange Date, and have not been amended or otherwise making illegal, revised in any respect from the Exchangeforms attached thereto.

Conditions to Exchange. The obligations of the Stockholder, Topco and Parent each Stockholder to consummate the Exchange at the Exchange Time are subject to the satisfaction (or waiver by the such Stockholder or such other party set forth below in writing) of the following conditions: (i) The satisfaction, or written waiver (to the extent permitted) by Parent, of all conditions to the obligations of the Buyer Parties to consummate the Offer Merger and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in Annex A Sections 7.1 and 7.2 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Offer Acceptance TimeClosing, but subject to the satisfaction or written waiver by Parent (to the extent permitted thereunder) of such conditions), (ii) the substantially contemporaneous or prior funding of the Equity Financing (as reduced by the amount of any Cash on Hand of the Company Group to the extent used to fund amounts required to be paid at the Closing by Parent and Merger Sub under the Merger Agreement) and, if applicable, the Debt Financing Financing, at the Closing and (iii) the substantially contemporaneous consummation of the Merger at the Effective Time and (iv) the substantially contemporaneous consummation of the contribution of Transferred Shares in exchange for Exchange Interests pursuant to and in accordance with the terms and conditions (and defined terms) of the Other Support/Investment Agreements (as defined below).Time; (b) Solely for the benefit of Parent, the The representations and warranties made by the Stockholder Parent in Section 7.1 8.1 through Section 7.8 8.7 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, expected to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to Parent. (c) Solely for the benefit of Parent, the representations and warranties made by the Company in Section 8.1 through Section 8.4 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to Parent. (d) Solely for the benefit of the Stockholder, the representations and warranties made by Parent in Section 9.1 through Section 9.7 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to the Stockholder; (e) Solely for the benefit of Parent, the Stockholder shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Stockholder at or prior to the Exchange Time; (f) Solely for the benefit of the Stockholder, the Company shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Company at or prior to the Exchange Time; (g) Solely for the benefit of the Stockholder, Parent shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by Parent at or prior to the Exchange Timeherein; and (hc) No law enacted, entered, promulgated, enforced or issued by any Governmental Authority shall be in effect preventing the consummation of, or otherwise making illegal, the Exchange.

Conditions to Exchange. The obligations of the Stockholder, Topco and Parent to consummate the Exchange at the Exchange Time are Transaction shall be subject to the reasonable satisfaction (or waiver by the Stockholder or such other party set forth below in writing) of the following conditionsconditions prior to or at the time on which the Exchange Transaction is implemented (the “Effective Time”), each of which is for the exclusive benefit of the Consenting Noteholders and may be waived by the Consenting Noteholders holding not less than a majority of the aggregate principal amount of Floating Rate Notes subject to this Agreement; provided, however that the conditions in sub-paragraphs (d), (f), (g) and (n) shall also be for the benefit of Angiotech (provided that such conditions shall not be enforceable by Angiotech or the Consenting Noteholders if any failure to satisfy such conditions results from an action, error or omission by or within the control of the Party seeking enforcement) and, if not satisfied on or prior to the Effective Time, can only be waived by both Angiotech and the Consenting Noteholders holding not less than a majority of the aggregate principal amount of Floating Rate Notes subject to this Agreement: (a) the steps required to complete the Exchange Transaction shall be in compliance with the FRN Indenture; (b) there shall not exist or have occurred any default or event of default (other than those defaults or events of default that are remedied or waived including the Waiver Matters) under the FRN Indenture or the New FRN Indenture; (c) the Implementation Date shall have occurred no later than the Outside Date; (d) the Recapitalization Transaction shall be implemented concurrently with the Exchange Transaction; (e) from and after the Effective Time, substantially all of the Subordinated Notes shall be cancelled and shall no longer be an obligation of Angiotech; (f) all material filings under applicable Laws shall have been made and any material regulatory consents or approvals that are required in connection with the Exchange Transaction shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated; (g) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Exchange Transaction that restrains, impedes or prohibits (or if granted could reasonably be expected to restrain, impede or inhibit), the Exchange Transaction or any part thereof or requires or purports to require a variation of the Exchange Transaction; (h) there shall be no amendments to the FRN Indenture except as permitted thereunder or as otherwise contemplated by this Agreement; (i) The satisfaction, or written waiver (to the extent permitted) by Parent, of all conditions to the obligations of the Buyer Parties to consummate the Offer and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in Annex A of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Offer Acceptance Time, but subject to the satisfaction or written waiver by Parent (to the extent permitted thereunder) of such conditions), (ii) the substantially contemporaneous or prior funding of the Equity Financing and, if applicable, the Debt Financing and (iii) the substantially contemporaneous consummation of the Merger at the Effective Time and (iv) the substantially contemporaneous consummation of the contribution of Transferred Shares in exchange for Exchange Interests pursuant to and in accordance with the terms and conditions (and defined terms) of the Other Support/Investment Agreements (as defined below). (b) Solely for the benefit of Parent, the representations and warranties made by of the Stockholder Companies set forth in Section 7.1 through Section 7.8 of this Agreement shall be true and correct as of in all respects without regard to any materiality or Material Adverse Effect qualifications contained in them at the Exchange Effective Time with the same force and effect as if made at and as of the Exchange Timesuch time, except for as such failures to representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement and except that representations and warranties that are given as of a specified date shall be true and correct in all material respects as would not reasonably of such date, except where the failure of such representations and warranties to be expectedso true and correct, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to Parent. (c) Solely for the benefit of Parent, the representations and warranties made by the Company in Section 8.1 through Section 8.4 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expectedexpected to have a Material Adverse Effect, individually or in and the aggregate, to (iCompanies shall have provided the Consenting Noteholders with a certificate signed by an officer of Angiotech certifying compliance with this Section 6(i) prevent or materially impair or materially delay as at the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to Parent. (d) Solely for the benefit of the Stockholder, the representations and warranties made by Parent in Section 9.1 through Section 9.7 of this Agreement shall be true and correct as of the Exchange Time as if made at and as of the Exchange Effective Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to the Stockholder; (ej) Solely for the benefit of Parent, the Stockholder Noteholders shall have performed and received the consideration described in the Exchange Terms on the Implementation Date; (k) the Companies shall have complied in all material respects with the covenants, obligations and conditions of each covenant in this Agreement required that is to be performed and complied with by on or before the Stockholder at or prior to the Exchange Effective Time; (fl) Solely the structure of the Exchange Transaction and the steps required to complete the Exchange Transaction shall be in form and in substance satisfactory to the Consenting Noteholders and shall not result in adverse tax consequences for the benefit of the StockholderConsenting Noteholders, the Company shall have performed and complied which Consenting Noteholders shall, in all material respects with the covenantseach case, obligations and conditions of this Agreement required to be performed and complied with by the Company at or prior to the Exchange Timeact reasonably; (gm) Solely for the benefit Consenting Noteholders shall be satisfied that all securities of the StockholderCompanies and any affiliated or related entities that are formed in connection with the Exchange Transaction, Parent when issued and delivered, shall be duly authorized, validly issued and fully paid and non-assessable and the issuance thereof shall be exempt from all prospectus and registration requirements of applicable Securities Legislation and either (i) such securities shall be freely tradeable, subject to customary resale restrictions (including restrictions related to control blocks) in applicable Securities Legislation or (ii) Angiotech shall have performed and complied in all material respects entered into a registration rights agreements with the covenants, obligations and conditions of this Agreement required Consenting Noteholders to be performed and complied with by Parent at or prior to register the Exchange TimeNew Floating Rate Notes following the Implementation Date; and (hn) No law enacted, entered, promulgated, enforced or issued by any Governmental Authority At least a majority of the aggregate principal amount of outstanding Floating Rate Notes shall be have tendered such Floating Rate Notes in effect preventing the consummation of, Exchange Transaction or otherwise making illegal, consented to the ExchangeExchange Transaction.

Conditions to Exchange. (a) The obligations obligation of the Stockholder, Topco and Parent Company to consummate deliver the Shares to Everspring pursuant to the Exchange at the Exchange Time are is subject to the satisfaction (or waiver by satisfaction, as of the Stockholder or such other party set forth below in writing) Exchange Date, of each of the following conditions, provided that such conditions are for the Company’s sole benefit and may be waived by the Company in its sole discretion: (i) The satisfaction, or written waiver (to the extent permitted) by Parent, of all conditions to the obligations of the Buyer Parties to consummate the Offer and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in Annex A of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Offer Acceptance Time, but subject to the satisfaction or written waiver by Parent (to the extent permitted thereunder) of such conditions), (ii) the substantially contemporaneous or prior funding of the Equity Financing and, if applicable, the Debt Financing and (iii) the substantially contemporaneous consummation of the Merger at the Effective Time and (iv) the substantially contemporaneous consummation of the contribution of Transferred Shares in exchange for Exchange Interests pursuant to and in accordance with the terms and conditions (and defined terms) of the Other Support/Investment Agreements (as defined below). (b) Solely for the benefit of Parent, the representations and warranties made by the Stockholder of Everspring in Section 7.1 through Section 7.8 of this Agreement shall be true and correct as of the Exchange Time as if date when made at and as of the Exchange Time, Date as though made at that time (except for such failures representations and warranties that speak as of a specific date); (ii) Everspring shall have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be true and correct as would not reasonably be expectedperformed, individually satisfied or complied with by Everspring at or prior to the Exchange Date; and (iii) Everspring shall have tendered the Exchangeable Notes to the Company in the aggregateform required by this Agreement. (b) The obligation of Everspring hereunder to deliver the Exchangeable Notes to the Company pursuant to the Exchange is subject to the satisfaction, to as of the Exchange Date, of each of the following conditions, provided that such conditions are for Everspring’s sole benefit and may be waived by Everspring in its sole discretion: (i) prevent or materially impair or materially delay the consummation of the Exchange Common Stock shall be authorized for quotation on the terms set forth herein Principal Market, trading in the Common Stock shall not have been suspended by the Principal Market, and the Company shall not have received notice of any pending or threatened proceeding or other action to delist or suspend trading in the Common Stock; (ii) be materially adverse to Parent. (c) Solely for the benefit of Parent, the representations and warranties made by of the Company in Section 8.1 through Section 8.4 of this Agreement shall be true and correct as of the Exchange Time as if date when made at and as of the Exchange Time, Date as though made at that time (except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to Parent. (d) Solely for the benefit of the Stockholder, the representations and warranties made by Parent in Section 9.1 through Section 9.7 of this Agreement shall be true and correct that speak as of a specific date), and the Exchange Time as if made at and as of the Exchange Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Exchange on the terms set forth herein or (ii) be materially adverse to the Stockholder; (e) Solely for the benefit of Parent, the Stockholder Company shall have performed performed, satisfied and complied in all material respects with the covenants, obligations agreements and conditions of required by this Agreement required to be performed and performed, satisfied or complied with by the Stockholder at Company on or prior to the Exchange TimeDate; (fiii) Solely for Everspring shall have received the benefit opinion of the StockholderCompany’s counsel dated as of the Exchange Date, in form, scope and substance reasonably satisfactory to Everspring and in substantially the form of Exhibit A attached hereto; (iv) the Company shall have performed and complied delivered to Everspring the Shares in all material respects with the covenants, obligations and conditions of form required by this Agreement required to be performed and complied with by the Company at or prior to the Exchange TimeAgreement; (gv) Solely for the benefit Company’s Board of Directors or a committee thereof shall have adopted resolutions approving this Agreement and the transactions contemplated hereby (the “Resolutions”), and the Resolutions shall be in full force and effect and shall not have been amended or revised in any respect from the forms attached to the certificate delivered pursuant to clause (vii) below; (vi) the Company shall have delivered to Everspring a certificate evidencing the incorporation and good standing of the Stockholder, Parent shall have performed and complied in all material respects with Company issued by the covenants, obligations and conditions state of this Agreement required to be performed and complied with by Parent at or prior to the Exchange Timeits incorporation as of a recent date; and (hvii) No law enactedthe Company shall have delivered to Everspring a certificate, enteredexecuted by the Company’s Secretary or Assistant Secretary, promulgateddated the Exchange Date, enforced or issued by any Governmental Authority and attached to which shall be a certified copy of its Certificate of Incorporation, a copy of it Bylaws as currently in effect, and the Resolutions, such certificate to state that the Resolutions and the Company’s Certificate of Incorporation and Bylaws are each in full force and effect preventing on the consummation ofExchange Date, and have not been amended or otherwise making illegal, revised in any respect from the Exchangeforms attached thereto.